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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 10-K/A**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****For the fiscal year ended October 29, 2004****OR**   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934****For the transition period from                                          to                                         ****Commission file number 1-6357****ESTERLINE TECHNOLOGIES CORPORATION**(Exact name of registrant as specified in its charter)   **Delaware** **13-2595091**(State or other jurisdiction (I.R.S. Employerof incorporation or organization) Identification No.)   **500 108****th****Avenue NE**  **Bellevue, Washington** **98004**(Address of principal executive offices) (Zip code)Registrant’s telephone number, including area code 425/453-9400Securities registered pursuant to Section 12(b) of the Act:       **Name of each exchange****Title of each class** **on which registered**Common Stock ($.20 par value) New York Stock ExchangePreferred Stock Purchase Rights New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None     Indicate by check mark whether the registrant: (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. þ Yes o No     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. o     Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes o No     Indicate by check mark whether the registrant is an accelerated filer (as defined in ExchangeAct Rule 12b-2). þ Yes o No  
 

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     Asof December 30, 2005, 25,355,344 shares of the Registrant’s common stock were outstanding.The aggregate market value of shares of common stock held by non-affiliates as of April 29, 2005was $812,980,803 (based upon the closing sales price of $32.32 per share).**DOCUMENTS INCORPORATED BY REFERENCE**Portions of Annual Report to Shareholders for fiscal year ended October 29, 2004 — Parts I, II andIV.Portions of Definitive Proxy Statement relating to the 2005 Annual Meeting of Shareholders, to beheld on March 2, 2005 — Part III.Explanatory NoteEsterline is filing this Amendment No. 1 to Form 10-K/A to reflect the restatement of itsfinancial statements for the three fiscal years in the period ended October 29, 2004. Please seeNote 2 to the Consolidated Financial Statements for specific information related to therestatement.Esterline has historically accounted for stock option grants as fixed awards in accordance withAccounting Principles Board No. 25 (APB No. 25) and disclosed in the footnotes to the financialstatements the expense based upon the fair value of stock options under Statement of FinancialAccounting Standards No. 123 (Statement No. 123). During our 2005 year-end closing process, wedetermined that certain stock option grants required variable rather than fixed accountingtreatment under APB No. 25, because grantees were permitted to exercise options by surrenderingshares subject to the grant to pay for the exercise price and statutory withholding. As a result,we determined on December 8, 2005, the need to restate our financial statements in the annualreport on Form 10-K for the fiscal year ended October 29, 2004 and in the quarterly reports on Form10-Q for the periods ended January 28, 2005, April 29, 2005, and July 29, 2005. All informationcontained in this Amendment is as of the original filing date of the Form 10-K for the fiscal yearended October 29, 2004 and does not reflect any subsequent information or events other than therestatement of financial information referred to above. Forward looking statements have not beenupdated for events or operations subsequent to January 6, 2005.This Amendment includes changes to Items 5, 6, 7 and 8 in Part II and Exhibits 11, 12.1 and 13(which is incorporated by reference into the foregoing Items in Part II) and updates to thesignature page, the Exhibit Index referenced in Item 15 of Part IV and Exhibits 23, 31.1, 31.2,32.1 and 32.2.**All information contained in this Amendment is as of the original filing date of the Form 10-K forthe fiscal year ended October 29, 2004 and does not reflect any subsequent information or eventsother than as described above. We are not required to update and have not updated theforward-looking statements previously included in the Form 10-K filed on January 6, 2005 for eventsor operations subsequent to January 6, 2005.**
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PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrant’s Common Equity and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Independent Registered Public Accounting Firm Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-KSIGNATURESEXHIBIT 11EXHIBIT 12.1EXHIBIT 13EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2

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**PART I**This Report includes a number of forward-looking statements that reflect the Company’s currentviews with respect to future events and financial performance. Please refer to the sectionaddressing forward-looking information on page 11 for further discussion. In this report, “we,”“our,” “us,” “Company,” and “Esterline” refer to Esterline Technologies Corporation andsubsidiaries, unless otherwise noted or context otherwise indicates.**Item 1. Business***(a) General Development of Business.*Esterline, a Delaware corporation formed in 1967, is a leading specialized manufacturing companyprincipally serving aerospace and defense customers. We design, manufacture and market highlyengineered products and systems for application within the industries we serve.Our strategy is to maintain a leadership position in niche markets for the development andmanufacture of highly engineered products that are essential to our customers. We areconcentrating our efforts to expand selectively our capabilities in these markets, to anticipatethe global needs of our customers and to respond to such needs with comprehensive solutions. Ourcurrent business and strategic growth plan focuses on the continuous development of these productsin three key technology segments — avionics and controls, sensors and systems, and specializedhigh-performance elastomers and other complex materials, principally for aerospace and defensemarkets. Our products are often mission-critical equipment, which have been designed intoparticular military and commercial platforms and in certain cases can only be replaced by productsof other manufacturers following a formal certification process.Our products have a long history in the aerospace and defense industry and are found on mostmilitary and commercial aircraft, helicopters, and land-based systems. For example, our productsare used on the majority of active and in-production U.S. military aircraft and on every Boeingcommercial aircraft platform manufactured in the past 65 years. In addition, our products aresupplied to Airbus, all of the major regional and business jet manufacturers, and the majoraircraft engine manufacturers. We differentiate ourselves through our engineering andmanufacturing capabilities and our reputation for quality, reliability, and innovation. We workclosely with original equipment manufacturers (“OEMs”) on new, highly engineered product designswhich often results in our products being designed into their platforms; this integration oftenresults in sole-source positions for OEM production and aftermarket business. In fiscal 2004, weestimate that 30% of our sales to commercial and military aerospace customers were derived fromaftermarket business. Our aftermarket sales, including retrofits, spare parts, and repairservices, historically carry a higher gross margin and have more stability than sales to OEMs. Inmany cases, aftermarket sales extend well beyond the OEM production period, supporting the platformduring its entire life cycle.Our sales are diversified across three broad markets: defense, commercial aerospace, and generalindustrial. For fiscal 2004, we estimate we derived approximately 45% of our sales from thedefense market, 35% from the commercial aerospace market and 20% from the general industrialmarket.
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In fiscal 2004 we had two important acquisitions. We acquired all of the outstanding capital stockof Leach Holding Corporation (Leach), a $119 million (sales) manufacturer of electrical powerswitching, control and data communication devices for the aerospace industry, for approximately$145.0 million. In addition, we acquired all of the outstanding capital stock of AVISTA,Incorporated (AVISTA), a $10 million (sales) Wisconsin-based developer of embedded avionicssoftware, for approximately $6.5 million. For further information regarding these acquisitions,see Note 15 to the Company’s Consolidated Financial Statements of the Annual Report to Shareholdersfor the fiscal year ended October 29, 2004. The Annual Report is included as Exhibit 13 to thisreport.*(b) Financial Information About Industry Segments.*A summary of net sales to unaffiliated customers, operating earnings and identifiable assetsattributable to our business segments for fiscal years 2004, 2003 and 2002 is reported in Note 16to the Company’s Consolidated Financial Statements of the Annual Report to Shareholders for thefiscal year ended October 29, 2004. The Annual Report is included as Exhibit 13 of this report.*(c) Narrative Description of Business.***Avionics & Controls**Our Avionics & Controls business segment designs and manufactures technology interface systems formilitary and commercial aircraft and land- and sea-based military vehicles, secure communicationssystems, specialized medical equipment, and other industrial applications.We are a market leader in the development, manufacturing and marketing of sophisticated highreliability technology interface systems for commercial and military aircraft. These productsinclude lighted push-button and rotary switches, keyboards, lighted indicators, panels and displaysthat are used in a broad variety of control and display applications. They have been integratedinto many existing aircraft designs, including every Boeing commercial aircraft platform currentlyin production. This large installed base provides us with a significant spare parts and retrofitbusiness. In addition, we manufacture control sticks, grips and wheels, as well as specializedswitching systems. In this area, we primarily serve commercial and military aviation, and airborneand ground-based military equipment manufacturing customers. For example, we are a leadingmanufacturer of pilot control grips for most types of military fighter jets and helicopters.Additionally, our software engineering center supports our customers’ needs with such applicationsas primary flight displays, flight management systems, air data computers and engine controlsystems.Our proprietary products meet critical operational requirements and provide customers withsignificant technological advantages in such areas as night vision compatibility (a technologyenabling display screens to be read using night vision equipment), and backlighting foractive-matrix liquid-crystal displays (a technology enabling pilots to read display screens in avariety of light conditions as well as from extreme angles). Our products are incorporated in awide variety of programs including the AH-64 Apache and H-60 Black Hawk helicopters; the F-117Nighthawk, C-17 Globemaster III, F-14 Tomcat, F-15 Eagle, F-16 Fighting Falcon, and F/A-18 Super Hornetfixed-wing military aircraft; Canadair regional jets; and Cessna, Gulfstream and Saab businessjets. In fiscal 2004, some of our largest customers for these products included The BoeingCompany, the U.S. Department of Defense, Smiths Industries, BAE Systems, Honeywell, and LockheedMartin.
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We are also a supplier in custom input integration with a full line of keyboard switch and inputtechnologies for specialized medical equipment, communications systems and comparable equipment formilitary applications. These products include custom keyboards, keypads, and input devices thatintegrate cursor control devices, bar-code scanners, displays, laser pointers, and voiceactivation. We have developed a wide variety of technologies, including plastic and vinylmembranes that protect high-use switches and fully depressible buttons, and backlighted elastomerswitch coverings that are resistant to exposure from harsh chemicals. These technologies now serveas the foundation for a small but growing portion of our product line. In fiscal 2004, some of ourlargest customers for these products included the U.S. Department of Defense, General Electric,Lockheed Martin, Siemens, Philips, and Menarini.**Sensors & Systems**Our Sensors & Systems business segment produces high-precision temperature and pressure sensors,electrical power switching, control and data communication devices, fluid control components,micro-motors, motion control sensors, and other related systems principally for aerospace anddefense customers. We are a market leader for these products in continental Europe with growingpositions in the United States and the United Kingdom. For example, we are the sole-sourcesupplier of temperature probes for use on all versions of the General Electric/Snecma CFM-56 jetengine. The CFM-56 has an installed base of over 13,000 engines, is standard equipment on newgeneration Boeing 737 aircraft and has been selected as the engine for approximately 40% of allAirbus aircraft delivered to date. The principal customers for these products are jet enginemanufacturers, airframe manufacturers, petroleum companies and electric utilities. In fiscal 2004,some of our largest customers for these products included Snecma, the British Ministry of Defence,Rolls Royce, Pratt & Whitney, General Electric, BAE Systems, Goodrich, Innovative Solutions &Support, Honeywell, Airbus and Air France.**Advanced Materials**Our Advanced Materials business segment develops and manufactures high-performance elastomerproducts used in a wide range of commercial aerospace and military applications and combustibleordnance for military applications. This segment focuses on process-related technologies.*Specialized High-Performance Applications*. We specialize in the development of proprietaryformulations for silicone rubber and other elastomer products. Our elastomer products areengineered to address specific customer requirements where superior performance in hightemperature, high pressure, caustic, abrasive and other difficult environments is critical. Theseproducts include thermal fire barrier insulation products and precision metal components, seals,tubing and coverings designed in custom-molded shapes. Some of the products include proprietaryelastomers that are specifically designed for use on or near a jet engine. We are a leading U.S.supplier of high-performance elastomer products to the aerospace industry, with our primarycustomers for these products being jet and rocket engine manufacturers, commercial and militaryairframe manufacturers, as well as commercial airlines. In fiscal 2004, some of the largestcustomers for these products included Goodrich, The Boeing Company, Bombardier, the U.S. Departmentof Defense, Honeywell, Pratt & Whitney, KAPCO, Northrop Grumman and Alliant Techsystems.*Other Defense Applications*. We develop and manufacture combustible ordnance and electronic warfarecountermeasure devices for military customers. We manufacture molded fiber cartridge cases, mortarincrements, igniter tubing and other combustible ordnance components primarily for the U.S.Department of Defense. We are currently the sole supplier of combustible casings utilized
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by the U.S. Armed Forces. Sales are made either directly to the U.S. Department of Defense orthrough prime contractors, Alliant Techsystems and General Dynamics. These products include thecombustible case for the U.S. Army’s new generation 155mm Modular Artillery Charge System, the120mm combustible case used with the main armament system on the U.S. Army and Marine Corps’M1-A1/2 tanks, and the 60mm, 81mm and 120mm combustible mortar increments. We are also currentlythe only U.S. supplier of radar countermeasure chaff and one of three suppliers to the U.S. Army ofinfrared decoy flares used by aircraft to help protect against radar and infrared guided missiles.A summary of product lines contributing sales of 10% or more of total sales for fiscal years 2004,2003 and 2002 is reported in Note 16 to the Consolidated Financial Statements of the Annual Reportto Shareholders for the fiscal year ended October 29, 2004. The Annual Report is included asExhibit 13 of this report.**Marketing and Distribution**We believe that a key to continued success is our ability to meet customer requirements bothdomestically and internationally. We have and will continue to improve our sales and distributionchannels in order to provide a wider variety of products and to improve the effectiveness of ourcustomers’ supply chain. For example, in fiscal 2004 we opened in Shanghai, China, a medicaldevice assembly operation to better service our global medical customers. In addition, we opened aservice center in Singapore for our temperature sensor customers. Other enhancements includecombining sales and marketing forces of our operating units where appropriate, cross-training oursales representatives on multiple product lines, and cross-stocking our spares parts andcomponents.In the technical and highly engineered product segments in which we compete, relationship sellingis particularly appropriate in targeted marketing segments where customer and supplier design andengineering inputs need to be tightly integrated. Participation in industry trade shows is aneffective method of meeting customers, introducing new products, and exchanging technicalspecifications. In addition to technical and industry conferences, our products are supportedthrough direct internal international sales efforts, as well as through manufacturerrepresentatives and selected distributors. Currently, 163 sales people, 197 representatives, and120 distributors support our operations internationally.**Backlog**Backlog at October 29, 2004, was $433.1 million, compared with $300.9 million at October 31, 2003.We estimate that approximately $70.6 million of backlog is scheduled to be shipped after fiscal2005.Backlog is subject to cancellation until delivered, and therefore, we cannot assure that ourbacklog will be converted into revenue in any particular period or at all. Backlog does notinclude the total contract value of cost-plus reimbursable contracts, which are funded as we incurthe costs. Except for the released portion, backlog also does not include fixed-price multi-yearcontracts.
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**Competition**Our products and services are affected by varying degrees of competition. We compete with othercompanies in most markets we serve, many of which have far greater sales volumes and financialresources. The principal competitive factors in the commercial markets in which we participate areproduct performance, service and price. Part of product performance requires expenditures inresearch and development that lead to product improvement. The market for many of our products maybe affected by rapid and significant technological changes and new product introduction. Ourprincipal competitors include Eaton, ECE and Eastprint in our Avionics & Controls segment; Ametek,Deutsch, Tyco, MPC Products and Goodrich in our Sensors & Systems segment; and TransDigm andMeggitt (including Dunlop Standard Aerospace Group) in our Advanced Materials segment.**Research and Development**Currently, our product development and design programs utilize an extensive base of professionalengineers, technicians and support personnel, supplemented by outside engineering and consultingfirms when needed. In fiscal 2004, approximately $27.7 million was expended for research,development and engineering, compared with $19.5 million in fiscal 2003 and $15.4 million in fiscal2002. We believe continued product development is key to our long-term growth, and consequently,we consistently invest in research and development. Examples include research and developmentprojects relating to a ground fault interrupter for aircraft applications, insulation material forvarious rocket and missile programs, high temperature, low observable material for militaryapplications, and kinematic countermeasure flares for military applications, as well as icedetectors and smoke and pollution concentration measurement devices. In addition, we activelyparticipate in customer-funded research and development programs, including flight controls andinstrumentation on the Joint Strike Fighter and Eurofighter, Gulfstream V flight controls, deicingprobes for next generation General Electric/Snecma CFM-56 jet engines and LED lighted cockpitswitches for Airbus. Recently, we began work on our first major project for the Boeing 7E7 as theprimary integrator for the cockpit’s overhead panel subsystem. Additionally, we were awarded acontract to supply the sensor suite for the TP400 Turboprop, which will power the Airbus A400airlifter.**Foreign Operations**Our principal foreign operations consist of manufacturing facilities located in France, Germany andthe United Kingdom and include sales and service operations located in Singapore and China. Forfurther information regarding foreign operations, see Note 16 to the Consolidated FinancialStatements of the Annual Report to Shareholders for the fiscal year ended October 29, 2004. TheAnnual Report is included as Exhibit 13 of this report.**Government Contracts and Subcontracts**As a contractor and subcontractor to the U.S. government (primarily the U.S. Department ofDefense), we are subject to various laws and regulations that are more restrictive than thoseapplicable to private sector contractors. Approximately 17% of our sales were made directly to theU.S. government in fiscal 2004. In addition, we estimate that our subcontracting activities tocontractors for the U.S. government accounted for approximately 14% of sales during fiscal 2004.Therefore, we estimate that approximately 31% of our sales during the fiscal year were subject togovernment contracting regulations. Such contracts may be subject to termination, reduction or
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modification in the event of changes in government requirements, reductions in federal spending,and other factors.Historically, our U.S. government contracts and subcontracts have been predominately fixed-pricecontracts. Generally, fixed-price contracts offer higher margins than cost-plus contracts inreturn for accepting the risk that increased or unexpected costs may reduce anticipated profits orcause us to sustain losses on the contracts. The accuracy and appropriateness of certain costs andexpenses used to substantiate our direct and indirect costs for the U.S. government under bothcost-plus and fixed-price contracts are subject to extensive regulation and audit by the DefenseContract Audit Agency, an arm of the U.S. Department of Defense. The contracts and subcontracts towhich we are a party are also subject to profit and cost controls and standard provisions fortermination at the convenience of the U.S. government. Upon termination, other than for ourdefault, we will normally be entitled to reimbursement for allowable costs and to an allowance forprofit. To date, none of our significant fixed-price contracts have been terminated.**Patents and Licenses**Although we hold a number of patents and licenses, we do not believe that our operations aredependent on our patents and licenses. In general, we rely on technical superiority, continualproduct improvement, exclusive product features, superior lead-time, on-time delivery performance,quality and customer relationships to maintain competitive advantage.**Seasonality**The timing of our revenues is impacted by the purchasing patterns of our customers and as a resultwe do not generate revenues evenly throughout the year. Moreover, our first fiscal quarter,November through January, includes significant holiday vacation periods in both Europe and NorthAmerica. This leads to decreased order and shipment activity; consequently, first quarter resultsare typically weaker than other quarters and not necessarily indicative of our performance insubsequent quarters.**Sources and Availability of Raw Materials and Components**Due to our diversification, the sources and availability of certain raw materials and componentsare not as critical as they would be for manufacturers of a single product line. However, certaincomponents, supplies and raw materials for our operations are purchased from single sources. Insuch instances, we strive to develop alternative sources and design modifications to minimize theeffect of business interruptions.**Environmental Matters**We are subject to federal, state, local and foreign laws, regulations and ordinances that (i)govern activities or operations that may have adverse environmental effects, such as discharges toair and water, as well as handling and disposal practices for solid and hazardous waste, and (ii)impose liability for the costs of cleaning up, and certain damages resulting from, sites or pastspills, disposals or other releases of hazardous substances.On August 29, 2002, our subsidiary, Armtec, acquired the radar countermeasures chaff and infrareddecoy flare operations of the Electronic Warfare Passive Expendables Division of BAE Systems NorthAmerica. At the time of our asset acquisition from BAE Systems, certain environmental
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remedial activities were required under a Part B Permit issued to the infrared decoy flare facilityby the Arkansas Department of Environmental Quality under the Federal Resource Conservation andRecovery Act. The Part B Permit was transferred to Armtec, along with the remedial obligations.Under the terms of the asset purchase agreement, BAE Systems agreed to complete all remedialobligations at the infrared decoy flare facility and to indemnify us for all environmentalliabilities to a maximum amount of $25 million.At various times we have been identified as a potentially responsible party pursuant to theComprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA), andanalogous state environmental laws, for the cleanup of contamination resulting from past disposalsof hazardous wastes at certain sites to which we, among others, sent wastes in the past. CERCLArequires potentially responsible persons to pay for cleanup of sites from which there has been arelease or threatened release of hazardous substances. Courts have interpreted CERCLA to imposestrict, joint and several liability on all persons liable for cleanup costs. As a practicalmatter, however, at sites where there are multiple potentially responsible persons, the costs ofcleanup typically are allocated among the parties according to a volumetric or other standard.We have accrued liabilities for environmental remediation costs expected to be incurred by ouroperating facilities. Environmental exposures are provided for at the time they are known to existor are considered reasonably probable and estimable. No provision has been recorded forenvironmental remediation costs that could result from changes in laws or other circumstances wehave not currently contemplated.**Employees**For our continuing operations, we had approximately 6,100 employees at October 29, 2004, of which4,000 were based in the United States, 1,800 in Europe, 200 in Mexico and 100 in Asia.Approximately 17% of the U.S.-based employees were represented by a labor union. Our Europeanoperations are subject to national trade union agreements and to local regulations governingemployment.*(d) Financial Information About Foreign and Domestic Operations and Export Sales.*See Note 16 to the Consolidated Financial Statements of the Annual Report to Shareholders for thefiscal year ended October 29, 2004. The Annual Report is included as Exhibit 13 of this report.*(e) Available Information of the Registrant.*You can access financial and other information on our website, www.esterline.com. We makeavailable through our website, free of charge, copies of our annual report on Form 10-K, quarterlyreports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed orfurnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, asamended, as soon as reasonably practicable after filing such material electronically or otherwisefurnishing it to the Securities and Exchange Commission. Our Corporate Governance Guidelines, Codeof Business Conduct and Ethics, and charters for our board committees are also available on ourwebsite and available in print to any shareholder upon request. Our website and the informationcontained therein or connected thereto are not incorporated by reference into this Form 10-K.
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**Executive Officers of the Registrant**The names and ages of all executive officers of the Company and the positions and offices held bysuch persons as of January 4, 2005 are as follows:     Name Position with the Company AgeRobert W. Cremin Chairman, President and Chief Executive Officer 64Stephen E. Barton Group Vice President 58Robert D. George Vice President, Chief Financial Officer, 48  Secretary and Treasurer  Marcia J. M. Greenberg Vice President, Human Resources 52Larry A. Kring Group Vice President 64Stephen R. Larson Vice President, Strategy & Technology 60Mr. Cremin has been Chairman since January 2001. In addition, he has served as Chief ExecutiveOfficer and President since January 1999 and September 1997, respectively. Mr. Cremin has anM.B.A. from the Harvard Business School and a B.S. degree in Metallurgical Engineering fromPolytechnic Institute of Brooklyn. He has been a director of the Company since 1998.Mr. Barton has been Group Vice President since July 2002. Previously, he was President and ChiefExecutive Officer of Kirkhill-TA Co., a subsidiary of the Company, from October 1998 to June 2002.Mr. Barton has an M.S. degree in Applied Statistics from Villanova University and a B.S. degree inMathematics from the University of Maine.Mr. George has been Vice President, Chief Financial Officer, Secretary and Treasurer since July1999 and Treasurer and Controller from June 1997 until July 1999. Mr. George has an M.B.A. fromthe Fuqua School of Business at Duke University and a B.A. degree in Economics from DrewUniversity.Ms. Greenberg has been Vice President, Human Resources since March 1993. Ms. Greenberg has a J.D.degree from Northwestern University School of Law and a B.A. degree in Political Science fromPortland State University.Mr. Kring has been Group Vice President since August 1993. Mr. Kring has an M.B.A. from CaliforniaState University at Northridge and a B.S. degree in Aeronautical Engineering from PurdueUniversity.Mr. Larson has been Vice President, Strategy & Technology since January 2000. Previously, he wasGroup Vice President from April 1991 through December 1999. Mr. Larson has an M.B.A. from theUniversity of Chicago and a B.S. degree in Electrical Engineering from Northwestern University.
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**Forward-Looking Statements and Risk Factors**This annual report on Form 10-K includes forward-looking statements. These statements may beidentified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should”or “will” or the negative thereof or other variations thereon or comparable terminology. Inparticular, statements about our expectations, beliefs, plans, objectives, assumptions or futureevents or performance contained in this report under the headings “Risks Relating to Our Business,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and“Business” are forward-looking statements.We have based these forward-looking statements on our current expectations, assumptions, estimatesand projections. While we believe these expectations, assumptions, estimates and projections arereasonable, such forward-looking statements are only predictions and involve known and unknownrisks and uncertainties, many of which are beyond our control. These and other important factors,including those discussed in this report under the headings “Risks Relating to Our Business,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and“Business” may cause our actual results, performance or achievements to differ materially from anyfuture results, performance or achievements expressed or implied by these forward-lookingstatements. Some of the key factors that could cause actual results to differ from ourexpectations are: **•** A significant downturn in the aerospace industry;  **•** A significant reduction in defense spending;  **•** A decrease in demand for our products as a result of competition,technological innovation or otherwise;  **•** Our inability to identify future acquisition candidates or to integrateacquired operations; and  **•** Loss of a significant customer or defense program.Given these risks and uncertainties, you are cautioned not to place undue reliance on suchforward-looking statements. The forward-looking statements included or incorporated by referenceinto this report are made only as of the date hereof. We do not undertake and specifically declineany obligation to update any such statements or to publicly announce the results of any revisionsto any such statements to reflect future events or developments.**Risks Relating to Our Business and Our Industry****Implementing our acquisition strategy involves risks and our failure to successfully implement thisstrategy could have a material adverse effect on our business.**One of our key strategies is to grow our business by selectively pursuing acquisitions. Since 1996we have completed over 25 acquisitions, and we are continuing to actively pursue additionalacquisition opportunities, some of which may be material to our business and financial performance.Although we have been successful with this strategy in the past, we may not be able to grow ourbusiness in the future through acquisitions for a number of reasons, including: **•** Encountering difficulties identifying and executing acquisitions;  **•** Increased competition for targets, which may increase acquisition costs;  **•** Consolidation in our industry reducing the number of acquisition targets;
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 **•** Acquisition financing not being available on acceptable terms or at all; and  **•** Competition laws and regulations preventing us from making certain acquisitions.In addition, there are potential risks associated with growing our business through acquisitions,including the failure to successfully integrate and realize the expected benefits of anacquisition. For example, with any past or future acquisition, there is the possibility that: **•** The business culture of the acquired business may not match well with ourculture;  **•** Technological and product synergies, economies of scale and cost reductionsmay not occur as expected;  **•** Management may be distracted from overseeing existing operations by the needto integrate acquired businesses;  **•** We may acquire or assume unexpected liabilities;  **•** Unforeseen difficulties may arise in integrating operations and systems;  **•** We may fail to retain and assimilate employees of the acquired business;  **•** We may experience problems in retaining customers and integrating customer bases; and  **•** Problems may arise in entering new markets in which we may have little or no experience.Failure to continue implementing our acquisition strategy, including successfully integratingacquired businesses, could have a material adverse effect on our business, financial condition andresults of operations.**Our future financial results could be adversely impacted by asset impairment charges.**Effective the beginning of fiscal 2002, we adopted Statement of Financial Accounting Standards No.142, “Goodwill and Other Intangible Assets” (Statement No. 142). As a result, we are required totest both acquired goodwill and other indefinite-lived intangible assets for impairment on anannual basis based upon a fair value approach, rather than amortizing them over time. We havechosen to perform our annual impairment reviews of goodwill and other indefinite-lived intangibleassets during the fourth quarter of each fiscal year. We also are required to test goodwill forimpairment between annual tests if events occur or circumstances change that would more likely thannot reduce our enterprise fair value below its book value. These events or circumstances couldinclude a significant change in the business climate, including a significant sustained decline inan entity’s market value, legal factors, operating performance indicators, competition, sale ordisposition of a significant portion of the business, or other factors. If the market value isless than the book value of goodwill, we could be required to record an impairment charge. Thevaluation of reporting units requires judgment in estimating future cash flows, discount rates andestimated product life cycles. In making these judgments, we evaluate the financial health of thebusiness, including such factors as industry performance, changes in technology and operating cashflows. As we have grown through acquisitions, we have accumulated $247.8 million of goodwill, andhave $22.5 million of indefinite-lived intangible assets, out of total assets of $935.3 million atOctober 29, 2004. As a result, the amount of any annual or interim impairment could be significantand could have a material adverse effect on our reported financial results for the period in whichthe charge is taken.We performed our impairment test for fiscal 2004 and no impairment charge was necessary atyear-end. It is possible, however, that as a result of events or circumstances, we could concludeat a later date that goodwill of up to approximately $63.2 million at one of our reporting unitsmay be considered impaired and that the entire amount could be written off to expense. We also maybe
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required to record an earnings charge or incur unanticipated expenses if, due to a change instrategy or other reason, we determined the value of other assets has been impaired.**The loss of a significant customer or defense program could have a material adverse effect on ouroperating results.**Some of our operations are dependent on a relatively small number of customers and defenseprograms, which change from time to time. Significant customers in fiscal 2004 included the U.S.Department of Defense, The Boeing Company, General Dynamics, Snecma, Honeywell, Lockheed Martin andSmiths Industries. There can be no assurance that our current significant customers will continueto buy our products at current levels. The loss of a significant customer or the cancellation oforders related to a sole-source defense program could have a material adverse effect on ouroperating results if we were unable to replace the related sales.**Our operating results are subject to fluctuations that may cause our revenues to decline.**Our business is susceptible to seasonality and economic cycles, and as a result, our operatingresults have fluctuated widely in the past and are likely to continue to do so. Our revenue tendsto fluctuate based on a number of factors, including domestic and foreign economic conditions anddevelopments affecting the specific industries and customers we serve. For example, the events ofSeptember 11, 2001 and the downturn in commercial aviation, due to, among other things, theconflict in Iraq, have impacted our operations. It is possible that in the future our operatingresults in a particular quarter or quarters will not meet the expectations of securities analystsor investors, causing the market price of our common stock or senior subordinated notes to decline.We believe that quarter-to-quarter comparisons of our operating results are not a good indicationof our future performance and should not be relied upon to predict our future performance.**Political and economic instability in foreign countries and markets may have a material adverseeffect on our operating results.**Foreign sales were approximately 39.1% of our total sales in fiscal 2004, and we have manufacturingfacilities in a number of foreign countries. Doing business in foreign countries is subject tonumerous risks, including political and economic instability, restrictive trade policies of foreigngovernments, economic conditions in local markets, health concerns in foreign countries,inconsistent product regulation or unexpected changes in regulatory and other legal requirements byforeign agencies or governments, the imposition of product tariffs and the burdens of complyingwith a wide variety of international and U.S. export laws and differing regulatory requirements.To the extent that foreign sales are transacted in a foreign currency, we are subject to the riskof losses due to foreign currency fluctuations. In addition, we have substantial assetsdenominated in foreign currencies, primarily the U.K. pound and euro, that are not offset byliabilities denominated in those foreign currencies. These net foreign currency investments aresubject to material changes in the event of fluctuations in foreign currencies against the U.S.dollar.Among other things, we are subject to the Foreign Corrupt Practices Act, or FCPA, which generallyprohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose ofobtaining or keeping business or otherwise obtaining favorable treatment. In particular, we may beheld liable for actions taken by our strategic or local partners even though our partners are notsubject to the FCPA. Any determination that we have violated the FCPA could result in sanctionsthat could have a material adverse effect on our business, financial condition and results ofoperations.
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**We may not be able to compete effectively.**Our products and services are affected by varying degrees of competition. We compete with othercompanies and divisions and units of larger companies in most markets we serve, many of which havegreater sales volumes or financial, technological or marketing resources than we do. Our principalcompetitors include: Eaton, ECE and Eastprint in our Avionics & Controls segment; Ametek, Deutsch,Tyco, MPC Products and Goodrich in our Sensors & Systems segment; and TransDigm and Meggitt(including Dunlop Standard Aerospace Group) in our Advanced Materials segment. The principalcompetitive factors in the commercial markets in which we participate are product performance,service and price. Maintaining product performance requires expenditures in research anddevelopment that lead to product improvement and new product introduction; companies with moresubstantial financial resources may have a better ability to make such expenditures. We cannotassure that we will be able to continue to successfully compete in our markets, which couldadversely affect our business, financial condition and results of operations.**Our backlog is subject to modification or termination, which may reduce our sales in futureperiods.**We currently have a backlog of orders based on our contracts with customers. Under many of ourcontracts, our customers may unilaterally modify or terminate their orders at any time. Inaddition, the maximum contract value specified under a government contract awarded to us is notnecessarily indicative of the sales that we will realize under that contract. For example, we area sole-source prime contractor for many different military programs with the U.S. Department ofDefense. We depend heavily on the government contracts underlying these programs. Over itslifetime, a program may be implemented by the award of many different individual contracts andsubcontracts. The funding of government programs is subject to congressional appropriation.**Changes in defense procurement models may make it more difficult for us to successfully bid onprojects as a prime contractor and limit sole-source opportunities available to us.**In recent years, the trend in combat system design and development appears to be evolving towardsthe technological integration of various battlefield components, including combat vehicles, commandand control network communications, advanced technology artillery systems and robotics. If theU.S. military procurement approach continues to require this kind of overall battlefield combatsystem integration, we expect to be subject to increased competition from aerospace and defensecompanies who have significantly greater resources than we do. This trend could create a role fora prime contractor with broader capabilities that would be responsible for integrating variousbattlefield component systems and potentially eliminating or reducing the role of sole-sourceproviders or prime contractors of component weapon systems.**The amount of debt we have outstanding, as well as any debt we may incur in the future, could havean adverse effect on our operational and financial flexibility.**As of October 29, 2004, we had $257.1 million of debt outstanding, of which $250.1 million islong-term debt. Our primary U.S. dollar credit facility totals $60.0 million and is made availablethrough a group of banks. The credit agreement is secured by substantially all of the Company’sassets. In addition, we have unsecured foreign currency credit facilities that have been extendedby foreign banks for up to $15.3 million. Available credit under the above credit facilities was$60.0 million at October 29, 2004, when reduced by outstanding foreign bank borrowings of $7.0million and letters of credit of $8.3 million. The indenture governing the notes and our otherdebt agreements limit, but
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do not prohibit, us from incurring additional debt in the future. Our level of debt could havesignificant consequences to our business, including the following: **•** Depending on debt maturities, a substantial portion of our cash flow fromoperations could be dedicated to paying principal and interest on our debt, therebyreducing funds available for our acquisition strategy, capital expenditures or otherpurposes;  **•** A significant amount of debt could make us more vulnerable to changes ineconomic conditions or increases in prevailing interest rates;  **•** Our ability to obtain additional financing for acquisitions, capitalexpenditures or for other purposes could be impaired;  **•** The increase in the amount of debt we have outstanding increases the risk ofnon-compliance with some of the covenants in our debt agreements which require us tomaintain specified financial ratios; and  **•** We may be more leveraged than some of our competitors, which may result in acompetitive disadvantage.**If we were unable to protect our intellectual property rights adequately, the value of our productscould be diminished.**Our success is dependent in part on obtaining, maintaining and enforcing our proprietary rights andour ability to avoid infringing on the proprietary rights of others. While we take precautionarysteps to protect our technological advantages and intellectual property and rely in part on patent,trademark, trade secret and copyright laws, we cannot assure that the precautionary steps we havetaken will completely protect our intellectual property rights. Because patent applications in theUnited States are maintained in secrecy until either the patent application is published or apatent is issued, we may not be aware of third-party patents, patent applications and otherintellectual property relevant to our products that may block our use of our intellectual propertyor may be used in third-party products that compete with our products and processes. In the eventa competitor successfully challenges our products, processes, patents or licenses or claims that wehave infringed upon their intellectual property, we could incur substantial litigation costsdefending against such claims, be required to pay royalties, license fees or other damages or bebarred from using the intellectual property at issue, any of which could have a material adverseeffect on our business, operating results and financial condition.In addition to our patent rights, we also rely on unpatented technology, trade secrets andconfidential information. Others may independently develop substantially equivalent informationand techniques or otherwise gain access to or disclose our technology. We may not be able toprotect our rights in unpatented technology, trade secrets and confidential informationeffectively. We require each of our employees and consultants to execute a confidentialityagreement at the commencement of an employment or consulting relationship with us. However, theseagreements may not provide effective protection of our information or, in the event of unauthorizeduse or disclosure, they may not provide adequate remedies.**We may lose money or generate less than expected profits on our fixed-price contracts.**Our customers set demanding specifications for product performance, reliability and cost. Some ofour government contracts and subcontracts provide for a predetermined, fixed price for the productswe make regardless of the costs we incur. Therefore, we must absorb cost overruns, notwithstandingthe difficulty of estimating all of the costs we will incur in performing these contracts and inprojecting the ultimate level of sales that we may achieve. Our failure to anticipate technical
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problems, estimate costs accurately, integrate technical processes effectively or control costsduring performance of a fixed-price contract may reduce the profitability of a fixed-price contractor cause a loss. While we believe that we have recorded adequate provisions in our financialstatements for losses on our fixed-price contracts, as required under GAAP, we cannot assure thatour contract loss provisions will be adequate to cover all actual future losses. Therefore, we mayincur losses on fixed-price contracts that we had expected to be profitable, or such contracts maybe less profitable than expected.**We depend on the continued contributions of our executive officers and other key management, eachof whom would be difficult to replace.**Our future success depends to a significant degree upon the continued contributions of our seniormanagement and our ability to attract and retain other highly qualified management personnel. Weface competition for management from other companies and organizations. Therefore, we may not beable to retain our existing management personnel or fill new management positions or vacanciescreated by expansion or turnover at our existing compensation levels. Although we have enteredinto change of control agreements with some members of senior management, we do not have employmentcontracts with our key executives, nor have we purchased “key-person” insurance on the lives of anyof our key officers or management personnel to reduce the impact to our company that the loss ofany of them would cause. Specifically, the loss of any of our executive officers would disrupt ouroperations and divert the time and attention of our remaining officers. Additionally, failure toattract and retain highly qualified management personnel would damage our business prospects.**A continued downturn in the aircraft market could adversely affect our business.**The aircraft industry is cyclical in nature and affected by many factors beyond our control. Thecurrent state of the aircraft market, which has been affected by the conflict in Iraq and is stillbeing impacted by the events of September 11, 2001, has resulted in bankruptcy filings,restructurings and downsizing by the major commercial and regional airline carriers. This downturnhas had and will likely continue to have an adverse effect on our business, financial condition andoperating results.The principal markets for manufacturers of commercial aircraft are the commercial and regionalairlines, which are adversely affected by a number of factors, including fuel and labor costs,intense price competition, outbreak of infectious disease and terrorist attacks, as well aseconomic cycles, all of which can be unpredictable and are outside our control. Commercialaircraft production may increase or decrease in response to changes in customer demand caused bygeneral economic conditions and the perceived safety and ease of airline travel.The military aircraft industry is dependent upon the level of equipment expenditures by the armedforces of countries throughout the world, and especially those of the United States. Although theevents of September 11, 2001 and the conflict in Iraq have increased the level of equipmentexpenditures by the U.S. Armed Forces, in the past this industry has been adversely affected by anumber of factors, including the reduction in military spending since the end of the Cold War.Decreases in military spending could depress demand for military aircraft.Any decrease in demand for new aircraft or use of existing aircraft will likely result in adecrease in demand of our products and services, and correspondingly, our revenues, therebyadversely affecting our business, financial condition and results of operations.
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**The market for our products may be affected by our ability to adapt to technological change.**The rapid change of technology is a key feature of all of the markets in which our businessesoperate. To succeed in the future, we will need to design, develop, manufacture, assemble, test,market, and support new products and enhancements to our existing products in a timely andcost-effective manner. Historically, our technology has been developed through internal researchand development expenditures, as well as customer-sponsored research and development programs.There is no guarantee that we will continue to maintain, or benefit from, comparable levels ofresearch and development in the future. In addition, our competitors may develop technologies andproducts that are more effective than those we develop or that render our technology and productsobsolete or noncompetitive. Furthermore, our products could become unmarketable if new industrystandards emerge. We cannot assure that our existing products will not require significantmodifications in the future to remain competitive or that new products we introduce will beaccepted by our customers, nor can we assure that we will successfully identify new opportunitiesand continue to have the needed financial resources to develop new products in a timely orcost-effective manner.**Our business is subject to government contracting regulations, and our failure to comply with suchlaws and regulations could harm our operating results and prospects.**We estimate that approximately 31% of our sales in fiscal 2004 were attributable to contracts inwhich we were either the prime contractor to, or a subcontractor to a prime contractor to, the U.S.government. As a contractor and subcontractor to the U.S. government, we must comply with laws andregulations relating to the formation, administration and performance of federal governmentcontracts that affect how we do business with our clients and may impose added costs on ourbusiness. For example, these regulations and laws include provisions that contracts we have beenawarded are subject to: **•** Protest or challenge by unsuccessful bidders; and  **•** Unilateral termination, reduction or modification in the event of changes ingovernment requirements.The accuracy and appropriateness of certain costs and expenses used to substantiate our direct andindirect costs for the U.S. government under both cost-plus and fixed-price contracts are subjectto extensive regulation and audit by the Defense Contract Audit Agency, an arm of the U.S.Department of Defense. Responding to governmental audits, inquiries or investigations may involvesignificant expense and divert management attention. Our failure to comply with these or otherlaws and regulations could result in contract termination, suspension or debarment from contractingwith the federal government, civil fines and damages, and criminal prosecution and penalties, anyof which could have a material adverse effect on our operating results.**A significant portion of our business depends on U.S. Government contracts, which contracts areoften subject to competitive bidding, and a failure to compete effectively or accurately anticipatethe success of future projects could adversely affect our business.**We obtain many of our U.S. Government contracts through a competitive bidding process that subjectsus to risks associated with: **•** The frequent need to bid on programs in advance of the completion of their design, whichmay result in unforeseen technological difficulties and/or cost overruns;
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 **•** The substantial time and effort, including design, development and marketing activities,required to prepare bids and proposals for contracts that may not be awarded to us; and  **•** The design complexity and rapid rate of technological advancement of defense-relatedproducts.In addition, in order to win the award of developmental programs, we must be able to align ourresearch and development and product offerings with the government’s changing concepts of nationaldefense and defense systems. The government’s termination of, or failure to fully fund, one ormore of the contracts for our programs would have a negative impact on our operating results andfinancial condition. Furthermore, we serve as a subcontractor on several military programs that,in large part, involve the same risks as prime contracts.Overall, we rely on key contracts with U.S. Government entities for a significant portion of oursales and business. A substantial reduction in these contracts would materially adversely affectour operating results and financial position.**The airline industry is heavily regulated and if we fail to comply with applicable requirements,our results of operations could suffer.**Governmental agencies throughout the world, including the U.S. Federal Aviation Administration, orthe FAA, prescribe standards and qualification requirements for aircraft components, includingvirtually all commercial airline and general aviation products, as well as regulations regardingthe repair and overhaul of aircraft engines. Specific regulations vary from country to country,although compliance with FAA requirements generally satisfies regulatory requirements in othercountries. We include, with the replacement parts that we sell to our customers, documentationcertifying that each part complies with applicable regulatory requirements and meets applicablestandards of airworthiness established by the FAA or the equivalent regulatory agencies in othercountries. In order to sell our products, we and the products we manufacture must also becertified by our individual OEM customers. If any of the material authorizations or approvalsqualifying us to supply our products is revoked or suspended, then the sale of the subject productwould be prohibited by law, which would have an adverse effect on our business, financial conditionand results of operations.From time to time, the FAA or equivalent regulatory agencies in other countries propose newregulations or changes to existing regulations, which are usually more stringent than existingregulations. If these proposed regulations are adopted and enacted, we may incur significantadditional costs to achieve compliance, which could have a material adverse effect on our business,financial condition and results of operations.**Future asbestos claims could harm our business.**We are subject to potential liabilities relating to certain products we manufactured containingasbestos. To date, our insurance has covered claims against us relating to those products.Commencing November 1, 2003, insurance coverage for asbestos claims has been unavailable. However,we continue to have some insurance coverage for exposure to asbestos contained in our productsprior to that date.We continue to manufacture for one customer a product that contains asbestos. We have an agreementwith the customer for indemnification for certain losses we may incur as a result of
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asbestos claims relating to that product, but we cannot assure you that this indemnificationagreement will fully protect us from losses arising from asbestos claims.To the extent we are not insured or indemnified for losses from asbestos claims relating to ourproducts, asbestos claims could adversely affect our operating results and our financial condition.**Environmental laws and regulations may subject us to significant liability.**Our business and our facilities are subject to a number of federal, state, local and foreign laws,regulations and ordinances governing, among other things, the use, manufacture, storage, handlingand disposal of hazardous materials and certain waste products. Among these environmental laws arerules by which a current or previous owner or operator of land may be liable for the costs ofinvestigation, removal or remediation of hazardous materials at such property. In addition, theselaws typically impose liability regardless of whether the owner or operator knew of, or wasresponsible for, the presence of any hazardous materials. Persons who arrange for the disposal ortreatment of hazardous materials may be liable for the costs of investigation, removal orremediation of such substances at the disposal or treatment site, regardless of whether theaffected site is owned or operated by them.Because we own and operate a number of facilities that use, manufacture, store, handle or arrangefor the disposal of various hazardous materials, we may incur costs for investigation, removal andremediation, as well as capital costs, associated with compliance with environmental laws.Additionally, at the time of our asset acquisition of the Electronic Warfare Passive ExpendablesDivision of BAE Systems North America, certain environmental remedial activities were requiredunder a Part B Permit issued to the infrared decoy flare facility by the Arkansas Department ofEnvironmental Quality under the Federal Resource Conservation and Recovery Act. The Part B Permitwas transferred to our subsidiary, Armtec, along with the remedial obligations. Under the terms ofthe asset purchase agreement, BAE Systems agreed to complete all remedial obligations at theinfrared decoy flare facility and to indemnify us for all environmental liabilities related to thatfacility to a maximum amount of $25.0 million. Although environmental costs have not been materialin the past, we cannot assure that these matters, or any similar liabilities that arise in thefuture, will not exceed our resources, nor can we completely eliminate the risk of accidentalcontamination or injury from these materials.**We may be required to defend lawsuits or pay damages in connection with the alleged or actual harmcaused by our products.**We face an inherent business risk of exposure to product liability claims in the event that the useof our products is alleged to have resulted in harm to others or to property. For example, ouroperations expose us to potential liabilities for personal injury or death as a result of thefailure of an aircraft component that has been designed, manufactured or serviced by us. We mayincur significant liability if product liability lawsuits against us are successful. While webelieve our current general liability and product liability insurance is adequate to protect usfrom future product liability claims, we cannot assure that coverage will be adequate to cover allclaims that may arise. Additionally, we may not be able to maintain insurance coverage in thefuture at an acceptable cost. Any liability not covered by insurance or for which third-partyindemnification is not available could have a material adverse effect on our business, financialcondition and results of operations.
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**Item 2. Properties**The following table summarizes our properties that are greater than 50,000 square feet, includingidentification of the business segment, as of October 29, 2004:                 Approximate Owned      Square orLocation Type of Facility Business Segment Footage LeasedBrea, CA Office, Plant & Warehouse Advanced Materials  429,000  OwnedEast Camden, AR Office & Plant Advanced Materials  175,000  LeasedSeattle, WA Office & Plant Avionics & Controls  200,000  LeasedCoachella, CA Office & Plant Advanced Materials  112,000  OwnedBuena Park, CA Office & Plant Sensors & Systems  110,000  OwnedBourges, France Office & Plant Sensors & Systems  109,000  LeasedFarnborough, U.K. Office & Plant Sensors & Systems  105,000  LeasedSylmar, CA Office & Plant Avionics & Controls  96,000  LeasedKent, WA Office & Plant Advanced Materials  93,000  OwnedValencia, CA Office & Plant Advanced Materials  88,000  OwnedCoeur d’Alene, ID Office & Plant Avionics & Controls  88,000  LeasedTaunton, MA Office & Plant Advanced Materials  85,000  LeasedSanta Fe Springs, CA Office & Plant Advanced Materials  81,000  LeasedLondon, U.K. Office & Plant Sensors & Systems  70,000  LeasedTijuana, Mexico Office & Plant Sensors & Systems  61,000  LeasedNorwich, NY Office & Plant Sensors & Systems  57,000  OwnedPainesville, OH Office & Plant Sensors & Systems  50,000  OwnedLillington, NC Office & Plant Advanced Materials  50,000  LeasedIn total, we own approximately 1,100,000 square feet and lease approximately 1,400,000 square feetof manufacturing facilities and properties.**Item 3. Legal Proceedings**From time to time we are involved in legal proceedings arising in the ordinary course of ourbusiness. We believe we have adequately reserved for these liabilities and that there is nolitigation pending that could have a material adverse effect on our results of operations andfinancial condition.**Item 4. Submission of Matters to a Vote of Security Holders**No matter was submitted to a vote of security holders during the fourth quarter of the fiscal yearended October 29, 2004.
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**PART II****Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters**We hereby incorporate by reference the following information that appears in our Annual Report toShareholders for the fiscal year ended October 29, 2004: (a) The high and low market sales prices of our common stock for each quarterly periodduring fiscal years 2004 and 2003, respectively, is set forth under the section entitled“Market Price of Esterline Common Stock” of the Annual Report to Shareholders for thefiscal year ended October 29, 2004. The Annual Report is included as Exhibit 13 to thisreport.  (b) Restrictions on the ability to pay future cash dividends is set forth in Note 11 to theConsolidated Financial Statements of the Annual Report to Shareholders for the fiscal yearended October 29, 2004. The Annual Report is included as Exhibit 13 to this report.No cash dividends were paid during fiscal years 2004 and 2003. We currently intend to retain allfuture earnings for use to expand the business and retire debt. We are restricted from payingdividends under our current credit facility and do not anticipate paying any dividends in theforeseeable future.On January 4, 2005, there were 561 holders of record of our common stock.The principal market for our Common Stock is the New York Stock Exchange.**Item 6. Selected Financial Data**We hereby incorporate by reference the information set forth under the section entitled, “SelectedFinancial Data” of the Annual Report to Shareholders for the fiscal year ended October 29, 2004.The Annual Report is included as Exhibit 13 to this report.**Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations**We hereby incorporate by reference the information set forth under the section entitled“Management’s Discussion and Analysis of Financial Condition and Results of Continuing Operations”of the Annual Report to Shareholders for the fiscal year ended October 29, 2004. The Annual Reportis included as Exhibit 13 to this report.**Item 7A. Quantitative and Qualitative Disclosures about Market Risk**We hereby incorporate by reference the information set forth under the section “Disclosures AboutMarket Risk” of the Annual Report to Shareholders for the fiscal year ended October 29, 2004. TheAnnual Report is included as Exhibit 13 to this report.**Item 8. Financial Statements and Supplementary Data**The report of Ernst & Young LLP, Independent Registered Public Accounting Firm, and theconsolidated financial statements are included in the Annual Report to Shareholders for the fiscalyear ended October 29, 2004 and are hereby incorporated by reference. Quarterly results ofoperations are reported in Note 17 of the Company’s Annual Report to Shareholders for the fiscal
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year ended October 29, 2004 and are hereby incorporated by reference. The Annual Report isincluded as Exhibit 13 to this report.**Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure**None.**Item 9A. Controls and Procedures**Our principal executive and financial officers evaluated our disclosure controls and procedures (asdefined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 29, 2004. Basedupon that evaluation, they concluded as of October 29, 2004, that our disclosure controls andprocedures were effective to ensure that information we are required to disclose in the reportsthat we file under the Exchange Act is recorded, processed, summarized and reported within timeperiods specified in Securities and Exchange Commission rules and forms.During the three months ended October 29, 2004, there were no changes in our internal control overfinancial reporting that materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.**Item 9B. Other Information**None.
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**PART III****Item 10. Directors and Executive Officers of the Registrant**(a) Directors.We hereby incorporate by reference the information set forth under “Election of Directors,”“Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Ethics,” and “Other Informationas to Directors — Board and Board Committees,” in the definitive form of the Company’s ProxyStatement, relating to its Annual Meeting of Shareholders to be held on March 2, 2005.(b) Executive Officers.Information regarding our executive officers required by this item appears in Item 1 of this reportunder “Executive Officers of the Registrant.”**Item 11. Executive Compensation**We hereby incorporate by reference the information set forth under “Other Information as toDirectors — Director Compensation,” “Executive Compensation,” “Compensation Committee Report,” and“Common Stock Price Performance Graph,” in the definitive form of the Company’s Proxy Statement,relating to its Annual Meeting of Shareholders to be held on March 2, 2005.
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**Item 12.** **Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters****Equity Compensation Plan Information**The following table gives information about the shares of Common Stock that may be issued upon theexercise of options, warrants and rights under the Amended and Restated 1987 Stock Option Plan, theNon-Employee Directors’ Compensation Plan, the Amended and Restated 1997 Stock Option Plan, the2004 Equity Incentive Plan and the 2002 Employee Stock Purchase Plan, the only equity compensationplans of the Company in effect as of the end of the Company’s last fiscal year.               Equity Compensation Plan Information           Number of securities           remaining available for   Number of securities to  Weighted-average  future issuance under equity   be issued upon exercise  exercise price of  compensation plans   of outstanding options,  outstanding options,  (excluding securities Plan Category warrants and rights  warrants and rights  reflected in the first column) Equity compensationplans approved bysecurity holders  1,438,000  $18.34   822,6271,2             Equity compensationplans not approved bysecurity holders  —   —   —                        Total  1,438,000  $18.34   822,627  1 Of these shares, 186,187 shares are available for purchase under the 2002 EmployeeStock Purchase Plan, 575,250 are available for grant under the Company’s 2004 Equity IncentivePlan and 61,190 are available for grant under the Non-Employee Directors’ Stock CompensationPlan, as of the end of the Company’s last completed fiscal year. 2 Pursuant to the Non-Employee Directors’ Stock Compensation Plan, each of theCompany’s non-employee directors will receive an automatic grant of shares of Common Stock notsubject to any restriction on the date of each annual shareholders meeting with an aggregatemarket value of $10,000 based on the closing price of the Common Stock on that date.We hereby incorporate by reference the information with respect to stock ownership set forthunder “Security Ownership of Certain Beneficial Owners and Management” in the definitive form ofthe Company’s Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March2, 2005.**Item 13. Certain Relationships and Related Transactions**None.**Item 14. Independent Registered Public Accounting Firm Fees and Services**We hereby incorporate the information set forth under “Independent Registered Public AccountingFirm Fees and Services” in the definitive form of the Company’s Proxy Statement relating to the2005 Annual Meeting of Shareholders, to be held on March 2, 2005.
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**PART IV****Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K**(a)(1) Financial Statements.The following consolidated financial statements, together with the report thereon of Ernst & YoungLLP, Independent Registered Public Accounting Firm, dated December 10, 2004, appearing in theCompany’s Annual Report to Shareholders for the fiscal year ended October 29, 2004.     Annual Report  ReferenceConsolidated Statement of Operations — Fiscal years 2004, 2003, and 2002  *   Consolidated Balance Sheet — October 29, 2004 and October 31, 2003  *   Consolidated Statement of Cash Flows — Fiscal years 2004, 2003, and 2002 *   Consolidated Statement of Shareholders’ Equity and ComprehensiveIncome — Fiscal years 2004, 2003, and 2002  *   Notes to Consolidated Financial Statements — October 29, 2004  *   Report of Ernst & Young LLP, Independent Registered PublicAccounting Firm  * * Incorporated by reference to the Annual Report to Shareholders for the fiscal year ended October29, 2004. The Annual Report is included as Exhibit 13 to this report.Refer also to Part II, Item 8 — Financial Statements and Supplementary Data for additionalinformation.(a)(2) Financial Statement Schedules.The following consolidated financial statement schedule of the Company is included as follows:Schedule II — Valuation and Qualifying Accounts, see page 33.All other schedules for which provision is made in the applicable accounting regulations of theSecurities and Exchange Commission are not required under the related instructions or areinapplicable and therefore have been omitted.(a)(3) Exhibits.See Exhibit Index on pages 28-32.
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SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theCompany has duly caused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.       ESTERLINE TECHNOLOGIES CORPORATION  (Registrant)       By /s/ Robert D. George         Robert D. George    *Vice President,*    *Chief Financial Officer,*    *Secretary and Treasurer*    *(Principal Financial Officer)*Dated: December 30, 2005Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signedbelow by the following persons on behalf of the Registrant and in the capacities and on the datesindicated.     /s/ Robert W. Cremin Chairman, President and December 30, 2005     (Robert W. Cremin) Chief Executive Officer